As of December 31, 2022, we make share based compensation awards using our Amended and Restated 2018 Equity Incentive Plan, which is a share based compensation plan that was approved by our Board of Trustees in 2021. Previously, we maintained six other plans pursuant to which we granted equity awards in various forms. Certain restricted shares and certain options granted under these previous plans remain subject to restrictions or remain outstanding and exercisable, respectively. In addition, we previously maintained two plans pursuant to which we granted options to our non-employee trustees.

On March 4, 2022, the Compensation Committee approved the 2022-2024 Equity Award Program design (the "2022 Program") under which long term incentive awards may be made to certain key employees. Having approved the 2022 Program, the Company made long term incentive plan awards in the form of performance-based restricted share units ("PSUs") and time-based restricted share units ("RSUs"). The grants of the 2022 PSUs and RSUs were made pursuant to our Amended and Restated 2018 Equity Incentive Plan.

On March 31, 2021, the Compensation Committee approved the 2021-2023 Equity Award Program design (the “2021 Program”) under which long term incentive awards may be made to certain key employees. Having approved the 2021 Program, the Company made long term incentive plan awards in the form of performance-based restricted share units and time-based restricted share units. The grants of 2021 PSUs and RSUs were made pursuant to our Amended and Restated 2018 Equity Incentive Plan.

On March 31, 2021 also, the Board of Trustees approved the first amendment to the 2018 Equity Incentive Plan to permit the grant of time-based RSUs, and as a result, the Plan allows for settlement of RSUs or PSUs in cash or shares, as determined by the Compensation Committee.

We recognize expense in connection with share based awards made prior to 2021 to employees and trustees by valuing all share based awards at their fair value on the date of grant, and then expensing them over the applicable vesting period. Our 2021 and 2022 awards, which allow for the settlement in cash or shares, are accounted for as liability awards and are remeasured at fair value each reporting period.

For the years ended December 31, 2022 and 2021, we recorded aggregate compensation expense for share based awards of $2.6 million (including a net reversal of $0.05 million of amortization relating to employee separation) and $4.6 million (including a net reversal of $0.1 million of amortization relating to employee separation), respectively, in connection with the equity incentive programs described below. There was no income tax benefit recognized in the income statement for share based compensation arrangements. For the years ended December 31, 2022 and 2021, we capitalized compensation costs related to share based awards of less than $1 thousand and $10 thousand, respectively. For the 2021 and 2022 liability awards, as of December 31, 2022 and 2021, $0.5 million and $1.2 million, respectively, of liability is included in accrued expenses and other liabilities in the consolidated balance sheets.

Subject to any future adjustments for share splits and similar events, the total remaining number of common shares that may be issued to employees or trustees under our Amended and Restated 2018 Equity Incentive Plan (pursuant to options, restricted shares, shares issuable pursuant to current or future RSU Programs, or otherwise) was 149,835 as of December 31, 2022. The share based awards described in this footnote were made under the 2003 Equity Incentive Plan and the Amended and Restated 2018 Equity Incentive Plan.

The aggregate fair value of the restricted shares that we granted to our employees and non-employee trustees in 2020 was $4.6 million based on the share price on the date of the grant. As of December 31, 2022, there was $0.1 million of total unrecognized compensation cost related to unvested share based compensation arrangements granted under the 2003 Equity Incentive Plan and the Amended and Restated 2018 Equity Incentive Plan. The cost is expected to be recognized over a weighted average period of two months.

A summary of the status of our unvested restricted shares as of December 31, 2022 and changes during the years ended December 31, 2022 and 2021 are presented below:


	Shares			Weighted Average Grant Date Fair Value
January 1, 2021		138,448		$	84.00
Shares granted		—			—
Shares vested		(82,067	)		31.35
Shares forfeited		(1,623	)		62.40
December 31, 2021		54,758			163.50
Shares granted		—			—
Shares vested		(34,219	)		13.72
Shares forfeited		(2,305	)		55.88
December 31, 2022		18,234		$	458.33

In 2022 and 2021, we made grants of RSUs subject to time based vesting. The RSUs will generally vest in three equal annual installments for all except director grants will vest in two equal annual installments, provided the recipient remains our employee on the vesting date. During the period that the 2022 RSUs and 2021 RSUs have not vested, the holder will have no rights as a shareholder with respect to the RSUs; however, dividends, if any, on the Company's common shares are deemed to be paid with respect to the RSUs and credited to the RSU. In 2022 and 2021, we granted a total RSUs of 322,531 and 94,494, respectively, to our employees subject to time based vesting. The weighted average grant date fair values of RSUs was $12.75 per share in 2022 and $29.25 per share in 2021. The aggregate fair value of the RSUs granted were $4.1 million and $2.8 million in 2022 and 2021, respectively. Compensation cost relating to 2022 RSUs is recorded ratably over the respective vesting periods and the fair value is remeasured at each reporting period. We recorded $0.01 million (including a net reversal of $0.01 million) and $0.6 million (including a net reversal of $0.01 million relating to employee separation) of compensation expense related to RSUs for the years ended December 31, 2022 and 2021, respectively.

In 2020, we made grants of restricted shares subject to time based vesting. The awarded shares vest over periods of one to three years, typically in equal annual installments, provided the recipient remains our employee on the vesting date. For all grantees, the shares generally vest immediately upon death or disability. Recipients are entitled to receive an amount equal to the dividends on the shares prior to vesting. We granted a total of 113,775 restricted shares subject to time based vesting to our employees in 2020. The weighted average grant date fair values of time based restricted shares was $48.30 per share in 2020. The aggregate fair value of the restricted shares granted in 2020 were $3.9 million. Compensation cost relating to time based restricted share awards is recorded ratably over the respective vesting periods. We recorded $1.2 million (including a net reversal of $0.05 million relating to employee separation) and $2.5 million (including a net reversal of $0.06 million relating to employee separation) of compensation expense related to time based restricted shares for the years ended December 31, 2022 and 2021, respectively. The total fair value of shares vested during the years ended December 31, 2022 and 2021 was $0.5 million and $1.6 million, respectively.

In 2021, in connection with the entry into an Amended and Restated Employment Agreement, the Company awarded a long term incentive award of cash-settled, time-based RSUs pursuant to a Restricted Share Unit and Outperformance Unit Award Agreement to its Chief Executive Officer. The award consisted of 53,355 RSUs ("CEO RSUs") with a grant date fair value of $25.65 per share. The CEO RSUs will vest in three annual installments commencing on March 31, 2022, subject to continued employment (and to accelerated vesting upon the occurrence of certain termination events). Vested CEO RSUs will be settled in cash equal to the fair market value of a common share on the applicable vesting date multiplied by the number of RSUs that vest on that date.

The CEO RSUs also include an “outperformance multiplier” that would entitle the recipient to the dollar value of an additional number of common shares (“CEO OPUs”) tied to a multiple of the number of RSUs if the Company’s share price achieves certain outperformance goals. Achievement of the share price goals will be measured based on the average of the closing prices of a common share for the 60 days on which common shares were traded prior to and including the last day of a measurement period ending on December 31, 2023 (or upon the occurrence of certain earlier change in control events). If any amounts are earned in respect of the CEO OPUs at the end of the measurement period, the CEO OPUs will be settled in cash based on the fair market value of a common share on the last day of the measurement period. Unless amended, the award must be settled in cash.

Of the time-based restricted shares granted to employees in 2019, 70,208 had Outperformance Units (“OPUs”) attached to them. The OPUs will entitle the employees to receive additional shares tied to a multiple of the employee’s time-based restricted share award if the Company

achieves certain specified operating performance metrics measured over a three-year period. If any shares are issued in respect of the OPUs at the end of the three-year measurement period, 50% will vest immediately, 25% will be subject to an additional one-year vesting requirement, and 25% will be subject to an additional two-year vesting requirement. If we pay dividends, dividend equivalents on the common shares will accrue on any awarded OPUs and are credited to “acquire” more OPUs for the account of the employee at the 20-day average closing price per common share ending on the dividend payment date, but will vest only if performance measures were achieved as of December 31, 2021. We recorded $0.7 million and $4.2 million of compensation expense related to OPUs for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, a total of 53,114 OPUs have vested.

As part of the compensation we pay to our non-employee trustees for their service, we grant restricted shares subject to time based vesting. The awarded shares vest over a one-year period. These annual awards have been made under the 2003 Equity Incentive Plan and the 2018 Equity Incentive Plan. In 2022 and 2021 we granted 155,186 and 24,738 restricted share units ("Trustee RSUs"), respectively, which vest on the one-year anniversary of the grant and will be settled in cash or shares as determined by the Compensation Committee. In 2020, we granted 40,884 restricted shares subject to time based vesting to our non-employee trustees. The weighted average grant date fair values of these awards were $5.95 per share in 2022 and $31.05 per share in 2021. The fair value for the 2022 and 2021 awards, which are liability based awards, are remeasured each period. The aggregate fair value of these awards granted in 2022 and 2021 were $0.9 million and $0.8 million, respectively, based on the share price on the date of the grant. Compensation cost relating to time based restricted share awards or Trustee RSUs is recorded ratably over the respective vesting periods. We recorded $0.07 million and $0.5 million of compensation expense related to time based vesting of these non-employee trustee awards in 2022 and 2021, respectively. The total fair value of shares granted to non-employee trustees that vested was $0.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively.

We do not expect to record any future compensation expense in connection with the vesting of existing time based restricted share equity awards to non-employee trustees in 2023 or thereafter.

In 2022 and 2021, we made grants of 236,575 and 102,967 units of PSUs, respectively. Under the 2022 and 2021 PSU program, the number of common shares to be issued with respect to the PSUs, if any, depends on our achievement of certain specified operating performance measures and a modification based on total shareholder return (“TSR”) for the three-year period. The 2022 period begins on January 1, 2022 and ending on the earlier of December 31, 2024 or the date of a change in control of the Company (the “Measurement Period”). The 2021 period begins on January 1, 2021 and ending on the earlier of December 31, 2023 or the date of a change in control of the Company (the "Measurement Period).

The preliminary number of common shares to be issued by the Company with respect to the 2022 PSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the Measurement Period. These performance measures, the three-year core mall sales per square foot, the three-year core mall total occupancy and the three-year corporate debt yield, are each weighted 33.3%. The Committee approved minimum, target and maximum performance levels for both measures. For all participants, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier. The preliminary number of common shares to be issued as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s TSR performance over the Measurement Period relative to the TSR performance of other REITs comprising a leading index of REITs. Dividends, if any, on the Company’s common shares are deemed to be paid with respect to 2022 PSUs and credited to the 2022 PSU.

The preliminary number of common shares to be issued by the Company with respect to the 2021 PSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the Measurement Period. These performance measures, the three-year core mall total occupancy and the three-year corporate debt yield, are each weighted 50%. The Committee approved minimum, target and maximum performance levels for both measures. For all participants, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier. The preliminary number of common shares to be issued as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s TSR performance over the Measurement Period relative to the TSR performance of other REITs comprising a leading index of REITs. Dividends, if any, on the Company’s common shares are deemed to be paid with respect to 2021 PSUs and credited to the 2021 PSU.

Compensation cost relating to 2022 and 2021 PSUs is recorded ratably over the respective vesting periods but the fair value is remeasured at each reporting period. Total compensation cost recorded for the years ended December 31, 2022 and 2021 , respectively was ($0.3) million and $0.3 million.

In 2020 and 2019, our Board of Trustees established the 2020-2022 RSU Program and 2019-2021 RSU Program, respectively (collectively, the “RSU Programs”).

Under the RSU Programs, we may make awards in the form of market based performance-contingent restricted share units, or RSUs. The RSUs represent the right to earn common shares in the future depending on our performance in terms of total return to shareholders (as defined

in the RSU Programs) for applicable three year periods or a shorter period ending upon the date of a change in control of the Company (each, a “Measurement Period”) relative to the total return to shareholders, as defined, for the applicable Measurement Period of companies comprising an index of real estate investment trusts (the “Index REITs”).

The 2020 RSUs represent the right to receive common shares in the future depending on the Company’s performance in the achievement of operating performance measures and a modification based on total return to shareholders. The number of common shares to be issued by the Company with respect to the 2020 RSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the applicable Measurement Period. These performance measures, the three-year core mall non-anchor occupancy and the three-year fixed charge coverage ratio, are each weighted 50%. The number of common shares to be issued by the Company as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s total return to shareholders, as defined, for the applicable Measurement Period relative to the performance of other real estate investment trusts comprising a leading index of retail real estate investment trusts. Unlike the RSUs awarded in 2018 and 2019, the number of shares that may be issued with respect to the 2020 RSU’s are not dependent on any absolute level of total return to shareholders. In 2019, only one half of the awarded RSUs were tied to our relative total return to shareholders compared to the Index REITs, with the other half of the RSUs being tied to our absolute level of total return to shareholders. If paid, dividends are deemed credited to the participants’ RSU accounts and are applied to “acquire” more RSUs for the account of the participants at the 20-day average price per common share ending on the dividend payment date. If earned, awards will be paid in common shares in an amount equal to the applicable percentage of the number of RSUs in the participant’s account at the end of the applicable Measurement Period.

The aggregate fair values of the RSU awards in 2020 and 2019 were determined using a Monte Carlo simulation probabilistic valuation model, and are presented in the table below. The table also sets forth the assumptions used in the Monte Carlo simulations used to determine the aggregate fair values of the RSU awards in 2020 and 2019 by grant date:


(dollars in thousands, except per share data)	RSUs and assumptions by Grant Date
Grant Date:	February 24, 2020						January 29, 2019
Measurement Basis:	Core Mall Non-Anchor Occupancy			Fixed Charge Coverage Ratio			Absolute TSR RSUs			Relative TSR RSUs
RSUs granted		354,972			354,972			210,193			210,193
Aggregate fair value of shares granted	$	1,217		$	1,217		$	1,550		$	1,890
Weighted average fair value per share	$	3.43		$	3.43		$	7.38		$	8.99
Volatility		53.0	%		53.0	%		40.3	%		40.3	%
Risk free interest rate		1.35	%		1.35	%		2.58	%		2.58	%

Compensation cost relating to the RSU awards is expensed ratably over the applicable three year vesting period. We recorded $0.8 million and $1.9 million of compensation expense related to the RSU Programs for the year ended December 31, 2022 and 2021, respectively.

For the years ended December 31, 2022 and 2021, no shares were issued from the 2019-2021 or 2018-2020 RSU programs because the required criteria were not met.